0000905718-14-000651.txt : 20141003 0000905718-14-000651.hdr.sgml : 20141003 20141003095906 ACCESSION NUMBER: 0000905718-14-000651 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141003 DATE AS OF CHANGE: 20141003 GROUP MEMBERS: SEQUOIA ASSET MANAGEMENT S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Raptor Pharmaceutical Corp CENTRAL INDEX KEY: 0001070698 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 860883978 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60719 FILM NUMBER: 141138519 BUSINESS ADDRESS: STREET 1: 7 HAMILTON LANDING STREET 2: SUITE 100 CITY: NOVATO STATE: CA ZIP: 94949 BUSINESS PHONE: 415-408-6200 MAIL ADDRESS: STREET 1: 7 HAMILTON LANDING STREET 2: SUITE 100 CITY: NOVATO STATE: CA ZIP: 94949 FORMER COMPANY: FORMER CONFORMED NAME: Raptor Pharmaceutical Corp. DATE OF NAME CHANGE: 20090929 FORMER COMPANY: FORMER CONFORMED NAME: TorreyPines Therapeutics, Inc. DATE OF NAME CHANGE: 20061003 FORMER COMPANY: FORMER CONFORMED NAME: AXONYX INC DATE OF NAME CHANGE: 19990303 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hyperion Trading Segregated Portfolio CENTRAL INDEX KEY: 0001614443 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O TMF LTD. GRAND PAVILLION COMM. CTR STREET 2: 2ND FL., 802 WEST BAY ROAD, PO BOX 10338 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1003 BUSINESS PHONE: 41 022 319 33 33 MAIL ADDRESS: STREET 1: C/O TMF LTD. GRAND PAVILLION COMM. CTR STREET 2: 2ND FL., 802 WEST BAY ROAD, PO BOX 10338 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1003 SC 13G/A 1 raptor_13gam7aug2014.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

 

RAPTOR PHARMACEUTICAL CORP.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
75382F106
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

[    ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[    ] Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

 

CUSIP No.  75382F106
(1) Names of Reporting Persons
  Hyperion Trading Segregated Portfolio  
(2) Check the Appropriate Box if a Member of a Group (a) [     ]  
  (b) [ X ]  
   
(3) SEC Use Only
(4) Citizenship or Place of Organization
  Cayman Islands  
Number of Shares Beneficially Owned By Each Reporting Person With
  (5) Sole Voting Power: 0*  
  (6) Shared Voting Power: 4,524,700*  
  (7) Sole Dispositive Power: 0*  
  (8) Shared Dispositive Power: 4,524,700*  
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
  4,524,700*  
(10) Check if the Aggregate Amount  in Row  (9) Excludes Certain Shares
  N/A  
(11) Percent of Class Represented by Amount in Row (9)
  7.4%*  
(12) Type of Reporting Person
  CO  
             

 

* The shares of common stock, $0.001 par value per share (the “Common Shares”), of Raptor Pharmaceutical Corp., a Delaware corporation (the “Company”), reported herein are held by Hyperion Trading Segregated Portfolio, a segregated portfolio of Strategic Investment Tribes Fund SPC (“Hyperion”), and managed by Sequoia Asset Management S.A., a company organized under the laws of Switzerland (“Sequoia”). Accordingly, for the purposes of Reg. Section 240.13d-3, Hyperion may be deemed to beneficially own an aggregate of 4,524,700 Common Shares or 7.4% of the Common Shares deemed issued and outstanding as of December 31, 2013. The beneficial ownership percentage reported herein is based on 61,291,784 Common Shares issued and outstanding as of October 31, 2013, as disclosed in the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013.

 
 

 

CUSIP No.  75382F106
(1) Names of Reporting Persons
  Sequoia Asset Management S.A.  
(2) Check the Appropriate Box if a Member of a Group (a) [     ]  
  (b) [ X ]  
   
(3) SEC Use Only
(4) Citizenship or Place of Organization
  Switzerland  
Number of Shares Beneficially Owned By Each Reporting Person With
  (5) Sole Voting Power: 0*  
  (6) Shared Voting Power: 7,713,008*  
  (7) Sole Dispositive Power: 0*  
  (8) Shared Dispositive Power: 7,713,008*  
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
  7,713,008*  
(10) Check if the Aggregate Amount  in Row  (9) Excludes Certain Shares
  N/A  
(11) Percent of Class Represented by Amount in Row (9)
  12.6%*  
(12) Type of Reporting Person
  CO  
             

 

* The shares of common stock, $0.001 par value per share (the “Common Shares”), of Raptor Pharmaceutical Corp., a Delaware corporation (the “Company”), reported herein are held by Hyperion Trading Segregated Portfolio, a segregated portfolio of Strategic Investment Tribes Fund SPC (“Hyperion”), and one or more pooled investment vehicles (together with Hyperion, the “Funds”), managed by Sequoia Asset Management S.A., a company organized under the laws of Switzerland (“Sequoia”). As the investment manager of the Funds, Sequoia possessed the power to direct the disposition of the Common Shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, Sequoia may be deemed to beneficially own an aggregate of 7,713,008 Common Shares or 12.6% of the Common Shares deemed issued and outstanding as of December 31, 2013. The beneficial ownership percentage reported herein is based on 61,291,784 Common Shares issued and outstanding as of October 31, 2013, as disclosed in the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013.

 
 

 


Item 1(a).  Name Of Issuer:
 
  Raptor Pharmaceutical Corp.  
Item 1(b).  Address of Issuer’s Principal Executive Offices:  
 

7 Hamilton Landing

Suite 100

Novato, CA 94949

 
Item 2(a).  Name of Person Filing:  
  This Schedule 13G Amendment No. 7 is being filed jointly by Hyperion Trading Segregated Portfolio, a segregated portfolio of Strategic Investment Tribes Fund SPC (“Hyperion”), a Cayman Islands exempted company registered as a segregated portfolio company, and Sequoia Asset Management S.A., a company organized under the laws of Switzerland (“Sequoia”, and together with Hyperion, the “Reporting Persons”).  
Item 2(b).  Address of Principal Business Office or, if None, Residence:  
 

The Principal Business Office of Hyperion is TMF (Cayman) Ltd., 2nd Floor, The Grand Pavilion Commercial Centre, 802 West Bay Road, PO Box 10338, Grand Cayman, KY1-1003, Cayman Islands.

 

The Principal Business Office of Sequoia is 32, chemin Frank-Thomas, 1208 Genève, Switzerland.

 
Item 2(c).  Citizenship:  
 

Hyperion is organized under the laws of the Cayman Islands.

Sequoia is organized under the laws of Switzerland.

 
Item 2(d).  Title of Class of Securities:  
  Common Stock  
Item 2(e).  CUSIP No.:  
  75382F106  
Item 3.  If This Statement Is Filed Pursuant to Rules 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:  
  Not Applicable.  
Item 4.  Ownership:  
  (a)  Amount Beneficially Owned: 7,713,008*    
  (b)  Percent of Class: 12.6%*    
  (c)  Number of Shares as to which such person has:      
  (i)  Sole power to vote or to direct the vote: 0*  
  (ii)  Shared power to vote or to direct the vote: 7,713,008*  
  (iii)  Sole power to dispose or to direct the disposition of: 0*  
  (iv)  Shared power to dispose or to direct the disposition of: 7,713,008*  
             

 

* The shares of common stock, $0.001 par value per share (the “Common Shares”), of Raptor Pharmaceutical Corp., a Delaware corporation (the “Company”), reported herein are held by Hyperion Trading Segregated Portfolio, a segregated portfolio of Strategic Investment Tribes Fund SPC (“Hyperion”), and one or more pooled investment vehicles (together with Hyperion, the “Funds”), managed by Sequoia Asset Management S.A., a company organized under the laws of Switzerland (“Sequoia”, and together with Hyperion, the “Reporting Persons”). As the investment manager of the Funds, Sequoia possessed the power to direct the disposition of the Common Shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially own an aggregate of 7,713,008 Common Shares or 12.6% of the Common Shares deemed issued and outstanding as of December 31, 2013. The beneficial ownership percentage reported herein is based on 61,291,784 Common Shares issued and outstanding as of October 31, 2013, as disclosed in the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013.

 
 

 

Item 5.  Ownership of Five Percent or Less of a Class:
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   [   ].
Item 6.  Ownership of More Than Five Percent on Behalf of Another Person:
  Not Applicable.
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
  Not Applicable.
Item 8.  Identification and Classification of Members of the Group:
  Not Applicable.
Item 9.  Notice of Dissolution of Group:
  Not Applicable.
Item 10.  Certification:
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of, or with the effect of, changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with, or as a participant in, any transaction having that purpose or effect.

 

 
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  Dated:  August 19, 2014  
     
     
  Hyperion Trading Segregated Portfolio  
     
  By:  /s/ Richard A. Reinert  
         Name:  Richard A. Reinert  
         Title     Authorized Person  
     
  By:  /s/ David P.M. Blair  
         Name:  David P.M. Blair  
         Title     Authorized Person  
     
     
  Sequoia Asset Management S.A.  
     
  By:  /s/ Pierre Noël Formigé  
         Name:  Pierre Noël Formigé  
         Title     Authorized Person  
     
  By:  /s/ Jalil Mirza  
         Name:  Jalil Mirza  
         Title     Authorized Person  

 

 

 

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

 
 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of common stock, $0.001 par value per share, of Raptor Pharmaceutical Corp., and further agree that this Joint Filing Agreement be included as Exhibit A to such Schedule 13G. In evidence thereof, the undersigned hereby execute this agreement this 19th day of August, 2014.

 

     
  Hyperion Trading Segregated Portfolio  
     
  By:  /s/ Richard A. Reinert  
         Name:  Richard A. Reinert  
         Title     Authorized Person  
     
  By:  /s/ David P.M. Blair  
         Name:  David P.M. Blair  
         Title     Authorized Person  
     
     
  Sequoia Asset Management S.A.  
     
  By:  /s/ Pierre Noël Formigé  
         Name:  Pierre Noël Formigé  
         Title     Authorized Person  
     
  By:  /s/ Jalil Mirza  
         Name:  Jalil Mirza  
         Title     Authorized Person